The Companies Act, 1956

 

MEMORANDUM OF ASSOCIATION

 

OF THE

 

FEDERATION OF INDIAN MINERAL INDUSTRIES

NEW DELHI

(Limited by guarantee and not having a share Capital)

 

Name

 

1. The name of the Company (hereinafter called the Federation) is the “FEDERATION OF INDIAN MINERAL INDUSTRIES”.

 

2. The Registered office of the Federation will be situated in the Union Territory of Delhi.

 

Objects

 

3. The objects of the Federation to be pursued by it on its incorporation are:

 

(i) Main objects

 

a)      To advance and promote, by legitimate and constitutional means, the commercial and economic interest of industrialists, producers, traders and exporters of minerals and mineral ores and industries related thereto or based thereupon.

 

b)      To encourage friendly feeling and unanimity among the mineral community and mining Association on all subjects connected with the mineral industry and trade & commerce.

 

c)      To secure better prospects, terms and conditions for its members in respect of their trade relating to minerals and mineral ores and other related products.

 

d)      To procure for mineowners and mineral exporters, better tax facilities, benefit of tax credits or such other benefits as announced by the Government from time to time, in respect of minerals and mineral ores and other related products.

 

e)      To take all steps by lawful means, which may be necessary for promoting, supporting and making representation in respect of any approved legislation or other actions affecting the interests of mineowners, exporters of minerals and mineral ores and other related products.

 

f)        To provide ready means for arbitration for settlement of disputes between mining proprietors and to act as arbitrator in any dispute between a member and a purchaser of minerals when both the parties are willing for such an arbitration.

 

g)      To secure better and adequate transport and other facilities from Railways and Port authorities and such other Government institutions.

 

h)      To take such action as may be called for or as may be practicable in all labour matters affecting industries represented by the members.

 

(ii) Objects Incidental to main objects

 

a)      To take organised action on all questions mentioned above and to make representation to various authorities on matters connected with mineral industry and trade.

 

b)      To attain those advantages by united action which each member may not be able to accomplish in his individual capacity.

 

c)      To procure by lawful means, from the Government and Governmental agencies, corporations or companies, favourable rules, regulations, laws, activities, terms and conditions in respect of trade of minerals and mineral ores.

 

d)      To collect and disseminate statistical and other information relating to mineral industry and trade and to make efforts for the spread of commercial and economic knowledge.

 

e)      To have power to establish offices or agencies within and outside India or appoint agents there for realisation of above objects of the Federation directly or indirectly.

 

f)        To enter into any arrangement with any Government or authority supreme, municipal, local or otherwise that may seem conducive to he Federation’s objects or any of them and to obtain from any such government or authority all rights, concessions and privileges which the Federation may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

 

(iii) Other objects

 

a)      To borrow or raise money which may be required from time to time for the purpose of the Federation upon bonds debentures, bills of exchange, promissory notes or other obligations or securities of the Federation or by mortgage or change of the Federation property.

 

b)      To construct or alter or keep in repair any buildings required or used by or for the Federation and to pull down or demolish any buildings not so required.

 

c)      To accept, receive, purchase, take on lease or hire or otherwise acquire any movable or immovable property or any rights or privileges necessary or convenient for the purposes of the Federation at such terms and conditions as may be thought fit or expedient.

 

d)      To invest the money and other properties of the Federation not immediately required for the purpose of its business in such securities and in such manners as may, from time to time, be determined by the Managing Committee of the Federation.

 

e)      To sell, improve, manage, develop, lease, mortgage, dispose off or otherwise deal with all or part of the property of the Federation.

 

f)        To subscribe, to become a member of, or otherwise cooperate with any mining Association or other organisation whose objects are altogether or in part similar to those of the Federation.

 

g)      To remunerate any person or company for service rendered or to be rendered in placing or assisting to place or guaranteeing placing of any debentures or other securities of the Federation.

 

h)      To take or otherwise acquire and hold shares in any other Association or Company having objects altogether or in part similar to those of the Federation.

 

i)        To do generally all other things incidental to the attainment of the above objects of the Federation directly or indirectly, provided that the Federation shall not support with its funds or endeavour to impose on or procure to be observed by its members or others, any regulation or restriction which if an object of the Company would make it a trade union.

 

4. The objects of the Federation extend to the whole of India.

 

5. (i) The income and property of the Federation, whensoever derived shall be applied solely for the promotion of its objects as set forth in this Memorandum.

 

(ii) No portion of the income or propety aforesaid shall be paid or transferred, directly by way of dividend bonus or otherwise by way of profit, to persons who, at any time are, or have been, members of the Federation or to any one or more of them or to any persons claiming through any one or more of them.

 

(iii) Except with the previous approval of Central Government, no remuneration or other benefit in money or money’s worth shall be given by the Federation to any of its members, whether officers or servants of the Federation or not, except payment of out-of-pocket expenses, reasonable and proper interest on money lent, or reasonable and proper rent on premises lent to the Federation.

 

(iv) Except with the previous approval of the Central Government, no member shall be appointed to any office under the Federation which is remunerated by salary, fees, or any other manner not excepted by sub-clause (iii) of this clause.

 

(v) Nothing in this clause shall prevent the payment by the Federation in good faith of reasonable remuneration to any of its officers or servants (not being members) or to any other person (not being a member) in return for any service actually rendered to the Federation.

 

6. True accounts shall be kept of all sums of money received and expended by the Federation and the matter in respect of which such receipt and expenditure take place, and of the property, credits and liabilities of the Federation, and subject to any reasonable restriction as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Federation for the time being in force, the accounts shall be open to the inspection of the members.

 

7. No alteration shall be made to this Memorandum of Association or to the Articles of Association of the Federation which are for the time being in force unless the alteration has been previously submitted to and approved by the Central Government.

 

8. The liability of the members is limited.

 

9. Each member undertakes to contribute to the assets of the Federation in the event of its being wound up while he is a member within one year after he ceases to be a member, for payment of the debts and liabilities of the Federation contracted before he ceases to be a member and the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one hundred rupees.

 

10. If upon winding up or dissolution of the Federation there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be distributed amongst the members of the Federation but shall be given or transferred to such other mining Association or Associations having objects similar to the objects of this Federation to be determined by the members of the Federation at or before the time of dissolution or in default thereof the High Court of Judicature that have or may acquire jurisdiction in that matter.

ARTICLES OF ASSOCIATION

 

OF THE

 

FEDERATION OF INDIAN MINERAL INDUSTRIES

NEW DELHI

 

Interpretation

 

1. In these Articles, the following words and expression shall have the following meanings, unless repugnant to the subject or context:

 

I.         “the Act” means the Companies Act, 1956.

 

II.       “the Federation” means the Federation of Indian Mineral Industries.

 

III.      “these Articles” means and includes these Articles of Association and the Rules and Regulations of the Federation from time to time in force.

 

IV.    “Member” means a member of the Federation for the time being or where the context permits a representative of any Member.

 

V.      “the Managing Committee” shall mean the Managing Committee of the Federation.

 

VI.    “Members of the Managing Committee” shall be deemed to include the President, the Vice-Presidents, all Chairmen of the Standing Committees and the Secretary General of the Federation.

 

VII.   “Standing Committee” shall mean the Standing Committee for a specific mineral as hereinafter provided.

 

VIII. “Tribunal” means the Tribunal appointed by the Managing Committee under these Articles.

 

IX.    “Person” means and includes an individual, a body corporate, a partnership firm or any other Association.

 

X.      “the Secretary” means the Secretary to the Federation duly appointed according to these Articles.

 

XI.    “the Seal” means the Common seal of the Federation.

 

 

Members

 

2. The number of members with which the Federation proposes to be registered is 100, but the Managing Committee may, from time to time, whenever the Federation or the business of the Federation requires it, register an increase of members.

 

3. There shall be three classes of Members :

 

(i)                  Individual Members

(ii)                Association Members

(iii)               Honorary Members

 

I.         Any Individual, firm or body corporate engaged or interested in mining or mineral trade or the marketing of minerals and mineral ores or any other commodity or products relating thereto or based thereupon shall be eligible to become an Individual Member of the Federation.

 

II.       Any Mining Association or other Chamber representing regional interest of any mineral industry or trade or connected with any mineral based industry shall be eligible to become an Association Member.

 

III.      Persons distinguished for the public services or eminent in mineral industry or trade or concerned with any mineral based industry or otherwise interested in the aims and objects of the Federation, may be admitted as Honorary Members. Honorary Members shall be exempt from paying any subscription and shall not be entitled to vote in any meeting of the Federation nor shall they be eligible to serve on the Committee nor shall they participate in any election held by the Federation.

 

Application for Membership

 

4. (a) An application for membership for any class shall be made to the Secretary of the Federation in the form prescribed by the Managing Committee from time to time and accompanied by the prescribed subscription and admission fees.